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Exhibit 5
PORTER, WRIGHT, MORRIS & ARTHUR LLP
41 S. High Street
Columbus, Ohio 43215
Telephone: (614) 227-2000
Facsimile: (614) 227-2100
July 10, 2000
CheckFree Holdings Corporation
4411 East Jones Bridge Road
Norcross, Georgia 30092
Gentlemen:
With respect to the Registration Statement on Form S-4 (the
"Registration Statement") being filed by CheckFree Holdings Corporation (the
"Company") under the Securities Act of 1933, as amended, relating to the
registration of 17,000,000 shares of the Company's common stock, $.01 par value
(the "Shares"), to be issued in connection with the proposed mergers (the
"Mergers") and the entering into related commercial agreements as follows:
- Chopper Merger Corporation, a Delaware corporation and wholly owned
subsidiary of the Company, will merge with and into Citi TransPoint
Holdings Inc., a Delaware corporation and wholly owned subsidiary
of Citibank, N.A.,
- TransPoint Acquisition Corporation, a Washington corporation and
wholly owned subsidiary of the Company, will merge with and into H&B
Finance, Inc., a Washington corporation and wholly owned subsidiary of
Microsoft Corporation,
- Tank Acquisition Corporation, a Delaware corporation and wholly owned
subsidiary of the Company, will merge with and into FDC International
Partner, Inc., a Delaware corporation and wholly owned subsidiary of
First Data Corporation,
- the Company will enter into a Commercial Alliance Agreement with
Microsoft Corporation, and
- the Company will enter into a Marketing Agreement with First Data
Corporation.
In connection with these transactions, we advise you as follows:
We are counsel for the Company and have participated in the preparation
of the Registration Statement. We have reviewed the Amended and Restated
Agreement and Plan of Merger, dated as of July 7, 2000, among the Company,
Chopper, Holdings, Microsoft Corporation, First Data Corporation, Citibank,
N.A., MS II, LLC, First Data, L.L.C., H & B Finance, Inc., FDC International
Partner, Inc., MSFDC International, Inc., and Citicorp Electronic Commerce, Inc.
(the "Merger Agreement"), the Company's Certificate of Incorporation, as amended
to date, the corporate action taken to date in connection with the Registration
Statement and the issuance and sale of the Shares, and such other documents and
authorities as we deem relevant for the purpose of this opinion.
Based upon the foregoing, we are of the opinion that:
(a) upon the proper approval of the issuance of the Shares by the
Company's stockholders;
(b) upon compliance with the Securities Act of 1933, as amended, and
with the securities or "blue sky" laws of the states in which the
Shares are to be offered for sale;
(c) upon the "Effective Time," as defined in the Merger Agreement;
the Shares, when issued and delivered as provided in the Merger Agreement in
accordance with the resolutions heretofore adopted by the Board of Directors of
the Company, will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the prospectus included in the Registration Statement.
Very truly yours,
/s/ Porter, Wright, Morris & Arthur LLP
PORTER, WRIGHT, MORRIS & ARTHUR LLP
